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                                                                EXHIBIT (10)(E)


                            ELECTRO RENT CORPORATION
                     ACTION BY UNANIMOUS WRITTEN CONSENT OF
                               BOARD OF DIRECTORS
                               (November 1, 1996)


        Pursuant to Section 9 of ARTICLE III of the Bylaws of ELECTRO RENT
CORPORATION, a California corporation, the following action is taken by the
unanimous written consent of the directors with the same force and effect as the
unanimous vote of the directors at a meeting held pursuant to the Bylaws:

                  RESOLVED that pursuant to Section 12 of the Electro Rent
                  Corporation 1996 Stock Option Plan (the "Plan") subsection
                  "(o)" of Section 7 of the Plan be and it hereby is amended to
                  read as follows:

                           "(o) Formula For Award of Options to Non-Employee
                           Directors.

                                    "Each non-employee director shall receive
                           Options for 3,000 Shares the first year of his or her
                           incumbency as a director of the Corporation, and
                           shall receive Options for 2,000 Shares the second
                           year of his or her incumbency as a director of the
                           Corporation; provided, however, that no such director
                           shall receive Options for more than 5,000 Shares, and
                           all such directors in the aggregate shall not receive
                           Options for more than 84,375 Shares. Such Options
                           shall be granted automatically in accordance with the
                           following schedule: the grant for the first year
                           shall be made on the date of the first regular or
                           special meeting of the Board (excluding meetings by
                           telephone and action by unanimous written consent);
                           and the grant for the second year shall be made one
                           year after the grant for the first year. The Exercise
                           Price of each Option so granted shall be the Fair
                           Market Value on the date of grant."







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                  RESOLVED FURTHER that said Amendment shall be designated as
                  "AMENDMENT NUMBER ONE TO ELECTRO RENT CORPORATION 1996 STOCK
                  OPTION PLAN."

         DATED: November 1, 1996.




                                             /s/ Gerald D. Barrone
                                           -----------------------------------
                                                 Gerald D. Barrone



                                             /s/ Nancy Y. Bekavac
                                           -----------------------------------
                                                 Nancy Y. Bekavac



                                             /s/ Daniel Greenberg
                                           -----------------------------------
                                                 Daniel Greenberg



                                             /s/ Joseph J. Kearns
                                           -----------------------------------
                                                 Joseph J. Kearns



                                             /s/ Michael R. Peevey
                                           -----------------------------------
                                                 Michael R. Peevey



                                             /s/ Will Richeson, Jr.
                                           -----------------------------------
                                                 Will Richeson, Jr.



                                             /s/ William Weitzman
                                           -----------------------------------
                                                 William Weitzman